ALARKO HOLDİNG A.Ş. General Assembly Information Document INFORMATION DOCUMENT FOR ALARKO HOLDİNG A.Ş.’S 2019 ORDINARY GENERAL ASSEMBLY MEETING Dear Shareholders, Our Board of Directors resolved to hold the Annual Ordinary General Assembly Meeting for the year 2019 on 14.07.2020 at 15:00 at the address “Muallim Naci Cad. No.69 Alarko Merkezi Ortaköy/İSTANBUL” Shareholders, as of 1527 no. article 6102 no. Turkish Commercial Code, can participate physically to the General Assembly as well as participate in Electronic platform and vote. Our shareholders willing to participate our company’s Ordinary General Assembly Meeting in Electronic Platform have to register to e-MKK information portal and themselves or their representatives have to hold Electronic Signature Certificate or mobile signature. Persons willing to participate in Electronic Platform or appoint a representative in electronic platform have to register this participation method to e-GKS (Electronic General Assembly System) one day before the day of the general assembly until 21:00 hours. If the person appointed in e-GKS as representative is willing to participate to the meeting in electronic platform, that that person has to register this participation method to e-GKS in the same time period. Our shareholders willing to participate to the meeting in Electronic Platform have to complete the procedures as of the clauses of “Regulations Regarding General Assemblies of Corporations to be Held in Electronic Platform” published in the 28.08.2012 dated and 28395 numbered official gazette and “Communiqué Regarding Electronic General Assembly System to be Applied in General Assemblies of Corporations” published in the 29.08.2012 dated and 28396 numbered official gazette. If not, they will not be able to participate to the meeting. Our shareholders who will participate to the meeting in person can attend with their ID’s. Our shareholders who will not be present at the assembly can choose an agent, using the sample “proxy” attached (in the Turkish version). For the agent to join the assembly the proxy issued according to the sample attached has to be submitted to the company. The proxy should be notarized or the notarized circular of signatures should be attached to the proxy. Our shareholders who will consign dematerialized shares have to issue “Representation Document regarding Consigned Shares” and “Instruction Notification Form” in accordance with the “Regulations regarding Procedures and Principles of General Assembly Meetings of Corporations and Representatives of Ministry of Trade to be Present in these Meetings”, samples in the annex of the regulation. In the voting of the articles of the agenda during the General Assembly Meeting, open vote method by raising hands will be employed. 2019 Board of Directors Annual Report, Auditors Report, Independent Audit Company Report, 2019 Financial Statements, Dividend Proposal will be held ready starting 21 days prior to the meeting date for the examination of our esteemed shareholders at the company headquarters at the address Muallim Naci Cad No: 69 Alarko Merkezi Ortaköy/İSTANBUL, at www.kap.gov.tr, www.alarko.com.tr internet site and in Central Registry Agency e-GKS. Best Regards, Board of Directors ADDITIONAL EXPLANATIONS REGARDING CMB REGULATIONS Additional explanations to be made in accordance with the article (1.3.1) of the Corporate Governance Principles attached to the “Corporate Governance Communiqué” (II-17.1) of the Capital Markets Board are provided for your information below. 1.Shareholding Structure and Voting Rights There are no privileged shares among the shares representing the paid-in capital of our company. The shareholders shall have one vote for each share they hold. Alarko Holding A.Ş. Shareholding Structure: Shareholder Share (TL) Share (%) Voting Share (%) İzzet Garih 76.921.245,42 17,68 17,68 Leyla Alaton 76.921.245,42 17,68 17,68 Vedat Aksel Alaton 72.571.245,51 16,68 16,68 Dalia Garih 66.298.008,65 15,24 15,24 Alhan Holding A.Ş. 8.699.999,81 2,00 2,00 Destek Vakfı 3.195.807,87 0,74 0,74 Other - Public 130.392.447,32 29,98 29,98 Total 435.000.000,00 100,00 100,00 2.Information about the management and operational changes that affected the Company’s or its subsidiaries’ operations in the previous fiscal period and the changes that are planned in the following fiscal periods and the reasons on the back of these changes: Management and operational changes which have taken place in 2019 and are planned to take place in 2020 are announced to public through special case announcements through PDP and are available on the Company’s website. 3.Information on the Dismissal of the Members of the Board of Directors, the Resolution and Reasons for the Change of the Board of Directors and the Persons to be Nominated for the Board of Directors: Resumes and independence statements of the candidates for the Board of Directors of Alarko Holding A.Ş. are included in APPENDIX-3. 4. Information on Requests by Shareholders, Capital Markets Board (CMB) or Other Public Authorities to Include Items on the Agenda: While preparing the agenda of the 2019 Ordinary General Assembly Meeting which will be held on 14.07.2020 there has not been any written requests that the shareholders sent to the Investor Relations Unit in a written format to be included on the agenda. Likewise, shareholders, CMB or other government institutions, which are related to the company, have not sent any agenda item requests to be added to the agenda. 5. Information on the changes made in the Company’s Articles of Association and Board of Director’ Resolution In its Board of Director’s meeting on 31.12.2019, it has been resolved as; - Resuming the registered capital ceiling of 500.000.000 TL and paid-in issued share capital of 435.000.000 TL, and seek permission from Capital Markets Board (CMB) in accordance with the Capital Markets Board’s II-18.1 “Registered Capital System Communique”, - Amendment of Article 8 of company’s articles of association pursuant to Capital Markets Board’s regulation on Registered Capital System as shared in APPENDIX-4 Capital Markets Board approved the extension of registered capital ceiling period for another 5 years without changing the ceiling amount and amend the article 8 of company’s articles of association on January 15, 2020. EXPLANATIONS REGARDING THE AGENDA OF THE ANNUAL ORDINARY GENERAL ASSEMBLY MEETING IN 14.07.2020 1- Opening of the meeting. 2- Negotiation and establishment of the Board of the General Assembly. The Chairmanship Council that will chair the General Assembly Meeting will be established pursuant to the relevant regulations. 3- Authorization of the Board of the General Assembly to sign the meeting minutes and list of attendees. In line with the related regulations, authorization of the Board of Assembly to sign the meeting minutes and list of attendees will be voted. 4- Reading out and discussion of the Annual Report of the Board of Directors for the year 2019, Audit Report and Independent Audit Report. Pursuant to the relevant regulations, the report of the Annual Report, Audit Report and Independent External Audit Company for the fiscal year 2019 will be read in the General Assembly Meeting. The above-mentioned report has been made available for the review of our Shareholders at the Company Head Office and our website. 5- Reading out, discussion and approval of the Financial Statements for the fiscal year 2019 prepared in accordance with the regulations of CMB. Pursuant to the relevant regulations, 2019 Financial Statements will be read, discussed in the General Assembly Meeting and submitted to approval of our Shareholders. The documents have been made available for review of our Shareholders at the Company Head Office and our website. 6- Acquittal of the members of the Board of Directors regarding their operations in 2019. Pursuant to the relevant regulations, the acquittal of the members of the Board of Directors separately for their activities, procedures and accounts for the year 2019 will be submitted for the approval of the General Assembly 7- Informing the shareholders on the donations made by the Company. In accordance with the relevant regulations (CMB II-19.1 Dividend Communique Item 6), the General Assembly will be informed about the donations made within the year 2019. Our company has donated a total amount of TL 5,602.40 in 2019. Of this amount, TL 4.500 was donated to Yenibirlider Derneği, TL 1.000 to Türk Eğitim Vakfı and TL 102,40 to public institutions. 8- Discussion and approval of the Board of Directors’ proposal on the ceiling of donations to be made in 2020. According to Capital Markets Board’s article 19, paragraph 5, ceiling for donations to be made throughout the calendar year should be determined by the General Assembly. With this decree, the ceiling for the donations to be made in 2020 will be determined by General Assembly. 9- According to the regulations laid down by the Capital Markets Board, informing the shareholders on any income and benefits obtained by the Company by granting collaterals, pledges and mortgages in favor of third persons. The shareholders will be informed about any income and benefits obtained by the Company granting collaterals, pledges and mortgages in favor of third persons. 10- Discussion and approval of the change in dividend distribution policy. In its Board of Directors resolution dated on November 21, 2019, the company’s dividend distribution policy is amended in accordance with the II-19.1 Dividend Distribution Communique, to protect the rights of the existing shareholders during the determinization of dividend distribution date taking into consideration company’s funding policy, availability and liquidity of funds, stability of the earnings, and incentivization of investments made to floated shares of the company within the context of growing need, the new dividend distribution policy in APPENDIX-1 is decided to proposed to the General Assembly.